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Filing Details

Accession Number:: 0001127602-17-024628
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-08-01 19:10:03
Reporting Period:: 2017-07-28

Filing Date:: 2017-08-01
Accepted Time:: 2017-08-01 19:10:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1326801	Facebook Inc	FB	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1211060	Peter Thiel	C/O Facebook, Inc. 1601 Willow Road Menlo Park CA 94025		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2017-07-28	45,659	$0.00	45,659	No	4	C	Indirect	By The Founders Fund IV, LP
Class A Common Stock	Disposition	2017-07-28	1,816	$169.49	43,843	No	4	S	Indirect	By The Founders Fund IV, LP
Class A Common Stock	Disposition	2017-07-28	1,135	$170.49	42,708	No	4	S	Indirect	By The Founders Fund IV, LP
Class A Common Stock	Disposition	2017-07-28	14,817	$171.90	27,891	No	4	S	Indirect	By The Founders Fund IV, LP
Class A Common Stock	Disposition	2017-07-28	27,284	$172.67	607	No	4	S	Indirect	By The Founders Fund IV, LP
Class A Common Stock	Disposition	2017-07-28	607	$173.27	0	No	4	S	Indirect	By The Founders Fund IV, LP
Class A Common Stock	Acquisiton	2017-07-28	14,657	$0.00	14,657	No	4	C	Indirect	By The Founders Fund IV Principals Fund, LP
Class A Common Stock	Disposition	2017-07-28	584	$169.49	14,073	No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP
Class A Common Stock	Disposition	2017-07-28	365	$170.49	13,708	No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP
Class A Common Stock	Disposition	2017-07-28	4,747	$171.90	8,961	No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP
Class A Common Stock	Disposition	2017-07-28	8,765	$172.67	196	No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP
Class A Common Stock	Disposition	2017-07-28	196	$173.27	0	No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By The Founders Fund IV, LP
No	4	S	Indirect	By The Founders Fund IV, LP
No	4	S	Indirect	By The Founders Fund IV, LP
No	4	S	Indirect	By The Founders Fund IV, LP
No	4	S	Indirect	By The Founders Fund IV, LP
No	4	S	Indirect	By The Founders Fund IV, LP
No	4	C	Indirect	By The Founders Fund IV Principals Fund, LP
No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP
No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP
No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP
No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP
No	4	S	Indirect	By The Founders Fund IV Principals Fund, LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2017-07-28	45,659	$0.00	45,659	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2017-07-28	14,657	$0.00	14,657	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
41,631			No	4	C	Indirect
13,364			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	6,311	Direct
Class A Common Stock	214,407	Indirect	By Rivendell One LLC

Footnotes

The reporting person is one of the Managers of The Founders Fund IV Management, LLC ("FF IV Management"), which is the General Partner of The Founders Fund IV, LP ("FF IV"), although he disclaims voting and investment power over the securities held by FF IV. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the holder.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.07 to $169.89 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.21 to $171.00 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.22 to $172.19 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.23 to $173.21 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.23 to $173.40 per share, inclusive. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reporting person is one of the Managers of FF IV Management, which is the General Partner of The Founders Fund IV Principals Fund, LP ("FFIVPF"), although he disclaims voting and investment power over the securities held by FFIVPF. The reporting person otherwise disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
The reporting person is the beneficial owner of Rivendell One LLC ("Rivendell"), and has sole voting and investment power over the securities held by Rivendell.
The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares and has no expiration date.
The holder elected to convert the shares of Class B Common Stock into Class A Common Stock on a 1-for-1 basis.
Includes shares to be received by the holder in connection with the acquisition of Oculus by the issuer pursuant to the agreement and plan of merger (the "Merger Agreement"), which are currently being held in escrow and are subject to forfeiture during the escrow period stated to satisfy claims arising as a result of, among other things, Oculus' breach of any of its representations and warranties or covenants and agreements set forth in the Merger Agreement.